Wow. Just got around to watching the arguments before Vice Chancellor Strine in In re Bank of America Shareholders Litigation. On a motion to dismiss, Vice Chancellor Strine didn't appear easily convinced. If you haven't seen it, yet, drop by in between football games. It's available on demand at CourtRoom View here and worth watching.

Among other things, the directors' attorney (Portnoy) argues that the suit should be dismissed because the shareholders refused to make demand and the board is sufficiently disinterested. Strine accepts that and takes one step further - so your argument is that the board was sufficiently ignorant of what was going on that they would be impartial in determining whether or not to pursue the litigation. "A turnip truck I did not fall off of..." Ouch.